ex4_2.htm


    Exhibit
4.2

     

    [CERTIFICATE]

     

    
      	 
      	 
      	 
      
	
              NUMBER

            	 
      	
              SHARES

            
	 
      	 
      
	
              7.625%
      SERIES A CUMULATIVE

              REDEEMABLE
      PREFERRED STOCK

              PAR
      VALUE $.01

            	 
      	
              7.625%
      SERIES A CUMULATIVE

              REDEEMABLE
      PREFERRED STOCK

              PAR
      VALUE $.01

            
	 
      	 
      
	
              THIS
      CERTIFICATE IS TRANSFERABLE

              IN
      THE CITY OF NEW YORK, NY

            	 
      	
              CUSIP
      559775 20 0

              SEE
      REVERSE FOR CERTAIN DEFINITIONS

            


    

     

    MAGUIRE
PROPERTIES, INC.

     

    INCORPORATED
UNDER THE LAWS OF THE STATE OF MARYLAND

     

    This
Certifies that

     

    is the
record holder of

     

    FULLY
PAID AND NON-ASSESSABLE SHARES OF THE 7.625% SERIES A CUMULATIVE

    REDEEMABLE
PREFERRED STOCK OF

     

    Maguire
Properties, Inc. (the “Company”) transferable on the books of the Company by the
holder hereof, in person or by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar.

     

    Witness
the facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.

     

    Dated:

     

    
      	 
      	 
      	 
      
	
              COUNTERSIGNED
      AND REGISTERED: 

              AMERICAN STOCK TRANSFER & TRUST COMPANY

            
	 
      
	
              TRANSFER
      AGENT AND REGISTRAR,

            
	 
      	 
      
	
              By:

            	 
      	 
      
	 
      	 
      	
              AUTHORIZED
      SIGNATURE

            


    

     

    [MAGUIRE
PROPERTIES, INC. CORPORATE SEAL]

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Nelson C. Rising

            	
                

            	 
      	
                

            	
              /s/
      Jonathan Abrams

            
	
              CHIEF
      EXECUTIVE OFFICER

            	
                

            	 
      	
                

            	
              SECRETARY

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CLASSES
OF STOCK

     

    THE
COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING
OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF
DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE
RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH
CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY
STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER
AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES,
CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO
DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF
REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO
ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS
AND SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES
BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY
OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT
SERIES REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF
THE COMPANY AT ITS PRINCIPAL OFFICE.

     

    RESTRICTION
ON OWNERSHIP AND TRANSFER

     

    THE
SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE
PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT
TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT
TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES A PREFERRED STOCK, (i) NO PERSON MAY
BENEFICIALLY OWN SHARES OF THE COMPANY’S SERIES A PREFERRED STOCK IN EXCESS OF
9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE
OUTSTANDING SERIES A PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY
CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S SERIES A PREFERRED STOCK IN EXCESS OF
9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE
OUTSTANDING SERIES A PREFERRED STOCK OF THE COMPANY; (iii) NO PERSON MAY
BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK THAT, TAKING INTO
ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY
OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER
SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS
A REIT; AND (iv) NO PERSON MAY TRANSFER SERIES A PREFERRED STOCK IF SUCH
TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING OWNED BY FEWER
THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS
TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK WHICH CAUSES OR
WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A PREFERRED
STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF
ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES A
PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE
AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR
MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON
THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE
DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR
OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE
OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE
RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND
WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES A PREFERRED STOCK
SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE
SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE
RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF
SERIES A PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY
MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL
OFFICE.

     

    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              TEN COM

            	
                

            	
              -

            	
                

            	
                as tenants in common

            	
                

            	 
      	
                

            	
              UNIF GIFT MIN ACT -

            	
                

            	 
      	
                

            	
              Custodian

            	
                

            	 
      
	
              TEN
      ENT

            	
                

            	
              -

            	
                

            	
                as tenants by the entireties

            	
                

            	 
      	
                

            	 
      	
                

            	
              (Cust)

            	
                

            	 
      	
                

            	
              (Minor)

            
	
              JT
      TEN

            	
                

            	
              -

            	
                

            	
                as joint tenants with right of survivorship

            	
                

            	 
      	
                

            	 
      	
                

            	
              under Uniform Gifts to Minors Act

            
	 
      	
                

            	 
      	
                

            	
                and not as tenants in common

            	
                

            	 
      	
                

            	 
      	
                

            	 
      
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              (State)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              UNIF TRF MIN ACT -

            	
                

            	 
      	
                

            	
              Custodian (until age ___)

            	
                

            	 
      
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              (Cust)

            	
                

            	 
      	
                

            	
              (Minor)

            
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              under Uniform Transfers to Minors Act

            
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              (State)

            	
                

            	 
      


    

     

    Additional
abbreviations may also be used though not in the above list.

     

    
      	 
      
	
              For Value received, _____________________________ hereby sell, assign and transfer unto

            
	 
      
	
              PLEASE
      INSERT SOCIAL SECURITY OR OTHER

              IDENTIFYING
      NUMBER OF ASSIGNEE

            
	 
      
	
              ___________________________________________

            


    

     

     

    
       

       

      


    

    PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE

     

    ____________________________________________________________________________________________________________

     

    ____________________________________________________________________________________________________________

     

     

    _____________________________________________________________________________________________
Shares

    of the
Series A Preferred stock represented by the within certificate, and do hereby
irrevocably constitute and appoint ____________ Attorney to transfer the said
stock on the books of the within named Company with full power of substitution
in the premises.

     

    Dated
____________________

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                

            	
              X _______________________________________

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                

            	
              X _______________________________________

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              NOTICE:

            	
                

            	
              THE
      SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
      THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATEVER.

            


    

     

    Signature(s)
Guaranteed:

     

    BY
_____________________________________________________________________________

     

    THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.